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TERMS AND CONDITIONS

By purchasing or using a product or service from Umi Digital Solutions Ltd, you (the “Client”) agree to the following terms and conditions. These terms and conditions supersede all previous terms and conditions relating to the same services. Please print this page and keep a copy safe for your records.

Umi Digital Solutions Ltd (“Umi Digital”) is a UK-registered company having a primary business address of 50 Liverpool Street, London EC2M 7PR, and whose company registration number is 08786323.

INTRODUCTION

These terms and conditions shall govern the contract between Umi Digital Solutions Limited and the Client. Umi Digital may agree modifications to these terms but such modifications must be in writing signed by Umi Digital and cannot be inferred from a course of behaviour.

1. Scope of Contract

(ii) will provide such advice in accordance with a brief agreed in writing (“the Service”)

1.2 In the event of an unsuccessful Pitch the Client will not use any designs, documents, concepts, ideas or information provided as part of the Pitch and return all materials delivered to it as part of the Pitch.

1.3 If the Client shall have any complaint about the quality of the Service or goods provided as part of the Service then notice shall be given to Umi Digital within 7 days of delivery. In the absence of such notification the Client shall be deemed to have accepted the supply.

2. Provision of Information

2.1 The Client shall be solely responsible for providing Umi Digital with all necessary information concerning its goods/services, the Service (including the scope of use required), the market and generally. Umi Digital shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience in its industry sector and the manufacture, processing and packaging of its goods/services is vital in this regard.

2.2 In the event that any of the information provided to Umi Digital by the Client changes or alters during the execution period of a Service, it shall be the responsibility of the Client, as soon as is possible, to inform Umi Digital and to instruct Umi Digital to make any required amendments to the details. Where the Client has direct control over information via any administration systems made available to them by Umi Digital, it shall be their sole responsibility to use such systems to keep their information accurate and up to date.

3. Delivery

The delivery times of the Service stated by Umi Digital are reasonable estimates and Umi Digital shall not be responsible for any delay that is not directly attributable to the fault of Umi Digital. Time shall not be of the essence of the contract unless it is expressly agreed in writing. This applies to the Two Week Website product as well as any other products or services.

4. Contract Prices

4.1 The Contract Price will, unless otherwise stated, include all studio time required to deliver the Service, and will be exclusive of VAT and other relevant taxes. Additional expenses, handling charges or third party costs will be agreed upon prior to being undertaken and will be deemed to be additional to the Contract Price unless otherwise stated.

4.2 Any estimate for a whole or part of the Contract Price shall remain valid for 3 months and is given in good faith. Any estimate shall be treated as an estimate only and all errors and omissions shall be accepted.

4.3 Umi Digital will issue invoices to the Client on the relevant invoicing dates set out in the Schedule attached to the brief or accepted estimate, or (if earlier) upon final delivery of the Service by Umi Digital and acceptance thereof by the Client.

4.4 The Client will pay all invoices within 30 days of the invoice date. If the Client fails to pay within this period Umi Digital may:

(a) charge the Client interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment and will be compounded quarterly); or

(b) claim interest and statutory compensation from the Client

In addition, Umi Digital reserves the right to suspend any services or products provided to the Client until the outstanding amount is paid.

4.5 For all non-recurring Service contracts Umi Digital may, at its discretion, on acceptance invoice up to 100% of the total estimated fees and/or costs in advance and Umi Digital reserves the right not to commence work until at least 50% of the invoice has been paid.

4.6 All approved third party costs will be invoiced prior to commissioning and Umi Digital reserves the right to wait until such costs have been paid before commencing work.

5. Intellectual Property

5.1 All copyright and other Intellectual Property Rights produced in the Service (excluding third party works and any assets or works owned by the Client prior to commencement of the Service) will as between the parties be the sole property of Umi Digital and, subject to full payment of all invoices relating to the Contract, Umi Digital grants to the Client a non-exclusive worldwide licence of such Intellectual Property Rights subject always to the other terms of this agreement.

5.2 Umi Digital will not infringe the Client’s rights in the final Creative Work (be it a design, website or other work produced in the Service) but reserves the exclusive right to use all other designs, software, concepts, ideas or intellectual property developed during the course of the Service.

5.3 If more than one Creative Work is chosen by the Client and this was not provided for in the agreed brief then an additional fee may be payable by the client.

5.4 Umi Digital warrants that its own Creative Work is original and that it will not knowingly or negligently infringe the rights or intellectual property of a third party but (unless expressly agreed to the contrary) it is under no obligation to make any enquiry in this respect and save to the extent that it is in breach of this warranty it shall have no liability to the Client in respect of any infringement or alleged infringement of intellectual property or passing off.

5.5 Umi Digital asserts its moral rights (the statutory right to be identified as the author of the work and not to have work treated in a derogatory manner) in work arising in respect of the performance of the Service.

6. Cancellation of Contract

6.1 Umi Digital shall be entitled to terminate the Contract if any part of the Contract Price is outstanding (and not disputed) 14 days after the due date or if the Client shall go into liquidation, receivership or equivalent or if it shall enter into an agreement with its creditors for any reason or if in the reasonable opinion of Umi Digital the continued association of Umi Digital with the Client or the particular project work upon which Umi Digital is engaged at the time is or might be damaging to the goodwill and reputation of Umi Digital.

6.2 The Client shall be entitled to terminate the Contract at any time by giving 7 days’ notice in writing, on receipt of which all outstanding work shall be ceased with immediate effect and any previously accepted works produced by Umi Digital in relation to the Contract shall be handed over to the Client under the provisions of clause 5.

6.3 On termination of the Contract all outstanding invoices shall be paid immediately by the Client and any rights accrued by Umi Digital up to that point shall remain in force.

6.4 The Client will be entitled to a refund of any charges paid by the Client to Umi Digital in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such charges to Umi Digital (such amount to be calculated by Umi Digital using any reasonable methodology).

7. Duty of Confidentiality

Each party will use its best endeavours to preserve the confidential information of the other and will comply with the other’s reasonable requirements in this regard. The Client recognises that Umi Digital’s method of working and pricing structures are proprietary and are not public domain.

8. Client’s Responsibility for Implementation

8.1 For Design works:

(a) Umi Digital is not responsible for the production of packaging, full responsibility for which remains with the Client unless expressly agreed otherwise in writing as part of the Service.

(b) Failure to consult with Umi Digital on implementation may result in unsatisfactory implementation.

(c) In the case of electronically displayed designs (excluding websites) clients are reminded that they may need to obtain relevant licences for the use of proprietary software.

(d) When required as part of the Service Umi Digital will advise on implementation based upon normal production methods and techniques and upon information provided by the Client. No warranty or representation is given concerning the performance of any packaging.

8.2 For Website development:

(a) Umi Digital will make every reasonable effort to produce the final website free of bugs, errors or other technical defects, but it remains the Client’s ultimate responsibility to check that the website is in full working order before implementation.

(b) In the event of a bug, error or defect being found after delivery of the website, the Client will notify Umi Digital immediately by emailing details of the bug, error or defect to [email protected]

(c) The Client accepts that bugs, errors or defects may occur at any time after the delivery of the website and Umi Digital will make every reasonable effort to remedy reported problems only on receipt of notification from the Client of such problems via [email protected]

(d) Except where Umi Digital is hosting the website, the Client is responsible for sourcing an appropriate hosting server based on the recommendations provided by Umi Digital before commencement of the Service and from time to time throughout the process. Umi Digital is not responsible for any unsatisfactory performance arising from the use of any third party hosting provider.

(e) Umi Digital shall not be held responsible for bugs or defects arising from third party software including content management systems or integrations with external websites.

9. Limitation of Liability

9.1 The liability of Umi Digital under the Contract or in tort (other than in respect of death or personal injury) shall not exceed the greater of the sum paid by the Client under the Contract or such sum as shall be receivable by Umi Digital in respect of any claim under any insurance policy effected by Umi Digital.

9.2 Umi Digital shall not be liable for any:

(i) loss of profits, income or anticipated savings

(ii) loss or corruption of any data, database or software

(iii) reputational damage or damage to goodwill

(iv) loss of any commercial opportunity

(v) indirect, special or consequential loss or damage, or

(vi) any loss arising from a Force Majeure event

9.3 Umi Digital shall not be liable for the actions of any third parties, including sub-contractors, third party providers, freelancers or affiliates.

9.4 Umi Digital shall not be responsible for any errors apparent in artwork, copy or proofs that have been signed off by or on behalf of the Client.

9.5 The Client accepts reasonable tolerances in relation to the Service including in respect of, inter alia, paper quality and colour, technical performance (with reference to clause 8.2) and variances in appearance and quality between different display media.

10. Jurisdiction

The Contract shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English Courts. The exercise by Book it With of its rights hereunder is without prejudice to any of its other rights, including the right to protect the security of the Book it With system and information / data needed to operate the Book it With business. The complete or partial invalidity or unenforceability of any of these terms and conditions shall in no way affect the validity or enforceability thereof for any other purpose or of any of the other terms and conditions.